the Companyรปs objectives and the Articles of Association as well as the resolutions of shareholdersรป meetings, and shall also be authorized to engage in any activities as prescribed in the Memorandum or those related thereto. The Board of Directors may assign one or more persons to carry out any activities on behalf of the Board of Directors. No authorization shall entitle the grantee to consider and approve transactions that may cause a conflict of interest between the grantee or any related person or interested person.
Appointment for the Board members The members of the Board of Directors shall select persons with suitable knowledge and attributes to become Directors of the Company. The appointment is subject to the Articles of Association, which are in compliance with the Public Limited Company Act. The terms of which are as follows: 1. In the case of appointing a Director to replace a retiring Director, or appointing an additional director, a resolution from a Shareholdersรป meeting is required. The said appointment takes place under the following procedures: a) Each shareholder has one vote per share. b) Each shareholder may exercise his/her voting right pursuant to a) to elect one or more candidates as Director(s) but may not allot his/her votes to any such candidate unequally. c) Candidates who receive the largest numbers of votes shall be elected as Directors until the vacancies are filled. Where there is a tie among the candidates, the chairman of the meeting is entitled to a casting vote. 2. Where a Director vacates office for reasons other than retirement, the Board of Directors will appoint a qualified person as a replacement director.
Expiration of Term as a Director At every Annual General Meeting of Shareholders, one-third of the Directors shall vacate office. If their number is not a multiple of three, then the number nearest to one-third of the Directors must vacate office. In the first and second years after the conversion of the Company into a public limited company, drawing lots shall decide the retirement of Directors upon expiration of their terms of office. In subsequent years, the Directors who have held office for the longest term shall vacate office. Retiring Directors are eligible for re-election.
Remunerations for the Board of Director Remunerations for the Board comprise meeting allowance. Non-Executive Directors have received Baht 20,000 per meeting attendance.
2.
Executive Committee As of 1st March, 2010, the Companyรปs Executive Committee consists of six members as follows: 1. Mr. William John Wilfong Chairman of the Executive Committee 2. Mr. Christopher Michael Delaney Member 3. Mr. Tasporn Guptarak Member 4. Mr. Chan Bulakul Member 5. Ms. Christina Lam Yim King Member 6. Mr. George Robinson Member
Scope of Duties and Responsibilities of the Executive Committee
135 Golden Land Property Development Public Company Limited
Annual Report 2009
The Executive Committee has the power, duty and responsibility to manage on a day-to-day basis the Companyรปs administrative activities and transactions and assist the Board of Directors, as follows: 1. To oversee the business operations of the Company as directed by the Board of Directors. 2. To propose policies, operation plans, and guidelines for operating the business of the Company to the Board of Directors. 3. To screen and submit for the approval of the Board of Directors any strategic matters that are beyond their granted authority.